• at a meeting, whether it be, meeting of the Board of Directors or meeting of the members of the Company, which is generally known as the Shareholders Meeting.

• Through Circular Resolution (Board Meeting Resolutions)

• Through Postal Ballot (Shareholders Resolutions)

What is meant by Postal Ballot?

Postal Ballot means voting by the shareholders by postal or electronic mode, instead of voting by personally present at the general meeting of the Company.

The resolutions to be passed through Postal Ballot applies to a listed public Company.

The Companies (Passing of Resolutions through Postal Ballot) Rules,2001 stipulates the businesses for which the resolutions shall be passed through Postal Ballot :

• Alteration in the object clause of Memorandum of the Company.
• Alteration of Articles of Association of the Company in relation to insertion of provisions which define it is a private Company.
• Buy back of shares u/s 77A(i) of the CA,1956
• Issue of shares with differential voting rights as to voting or dividend or otherwise under sub clause (ii) of clause (a) of Section 86.
• Change in the Registered office of the Company outside the local limits of any city, town or village.
• Sale of whole or substantially the whole of the undertaking of the Company.
• Giving loans or guarantee or providing security in excess of the limits prescribed u/s 372A(1) of the CA,1956.
• Election of a Director u/s 252 (1) of the CA,1956.

Procedure for passing of resolution through Postal ballot:

Where a Company decides to pass a resolution through Postal ballot, it shall send a

notice to the shareholders which shall contain the draft resolution and an

explanatory statement, which briefs about the business to be transacted.

The Company shall issue the notice either through Registered Post acknowledgement due or through Certificate of Posting. It shall also give an advertisement in a leading English newspaper and in one vernacular newspaper, circulated in the State in which the Registered office of the Company is situated, about having dispatched the ballot papers.

The shareholders assent or dissent shall be given within a period of 30 days from the date of posting of the letter. Any consent or otherwise received after a period of 30 days from the date of issue of notice shall be treated as if no reply has been received from the member.

The Company shall appoint a scrutinizer , who is not an employee of the Company to conduct the postal ballot voting process and submit a report to the Board containing full details of the assent /dissent, given, name and address of the shareholder, folio No., number of shares held, the voting rights etc.